證監會梁鳳儀:獨董設9年任期硬性上限更符國際最高標準 (19:01) – 20240920 – 即時財經新聞

梁鳳儀指出,證監留意到,包括香港公司治理公會在內的一些代表上市公司的組織認為,在考慮個別獨董是否獨立時,應視乎該人是否有獨立思想,而非任職年期。 另一方面,代表投資者的組織則指該建議不夠徹底,並認為由連任多年的獨董主導的董事會可能會形成個別成員長期「盤踞」或「群體思維」的現象。此外,獨董的任期過長,亦可能因為與管理層的關係密切而漸漸失去獨立性。

梁鳳儀指,如何界定理想的任期,沒有絕對的金科玉律,但設下9年的硬性上限更加符合國際最高標準。在亞洲區內,新加坡及馬來西亞分別於2023年1月及2022年1月就獨立董事的任期引入九年及12年上限,而內地則就上市公司的獨立董事設下六年的任期上限。此外,英國及澳洲的企業管治守則分別註明,當某董事在董事會的任期超過九年及十年時,便可能影響其獨立性。

美國和英國沒有對獨立非執行董事的任期設立硬性上限,但落實了其他保障措施,例如董事會成員最少一半為獨立非執行董事,而香港則只要求最少三分之一的比例及最少三名獨立非執行董事。 

至於超額任職的問題,梁鳳儀指聯交所上一次建議對每人可出任的獨董職位數目設限,已是十年前的事。聯交所最近的建議規定,獨董最多只能出任六家香港上市公司的董事,事實上受影響的董事只有23名。而且廣泛的共識是在日益複雜的環境中,獨董應有足夠時間去處理董事會事務。其他主要市場亦注意到這種情況,並已採取措施應對超額任職董事的問題。為了維護本港的頂級監管制度,並確保上市公司董事會能夠作出有質素的決策,香港亦不應例外。 

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集友銀行下周一起減最優惠利率0.25厘

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